Up, Up, and Away in My Beautiful Baloon
by Ann29
Summary: In an attempt to restore peace at Higher for Hire, Kit sets an unsuspecting Baloo and Rebecca up on a date that turns dangerous when Karnage drops in.
1. part 1

**Up, Up, and Away in My Beautiful Baloo-n  
Part 1**

_TaleSpin _and its characters are the property of Disney. All other characters, with the exception of Mrs. Poppins, are mine and cannot be used without permission.

A big thanks goes out to everyone for reading my stories and for your wonderful comments! And thank you, Gidget, for giving me permission to borrow Mrs. Poppins.

_**Cape Suzette  
Higher for Hire  
October 1937**_

Thirteen-year-old Kit Cloudkicker, leaning against a weathered wooden piling as he sat on the dock, was enjoying the beautiful day. The weather was usually nice in the tropic port of Cape Suzette, but this day seemed even nicer than most: bright sunshine; a few scattered wispy cirrus clouds; seagulls screeching overhead and diving into the sparkling blue harbor, emerging with their catch of a wriggling fish; an occasional seaplane splashing down for a landing; the steady clang of the harbor buoy as it bobbed on the gentle waves. All of it was marred by the unpleasant sound of his Papa Bear and his boss arguing in Higher for Hire's office.

Kit sadly shook his head. _Why can't those two get along? If they stopped yelling at each other for five minutes maybe they'd realize that they have a lot in common - like Higher for Hire, the _Sea Duck.

A loud, "Don't pop your pearls, lady!" came from Baloo, closely followed by an "OW!". Rebecca had tweaked Baloo's ear.

_Bad tempers._

This fight was escalating into a rip-roaring battle as the adults' muffled voices increased in volume. Wryly, he thought,_ Jeepers! If Molly and I behaved that way, we'd be punished. _The boy tried to block out the disagreeable noise by delving into his _Space Riders_ comic book.

To the boy's dismay, the door flew open, allowing the argument to spill outside.

"Aw...keep yer high-falutin' opinions to yourself, Becky!" yelled Baloo, standing in the doorway.

"It's Rebecca, and don't you forget it, buster! Rebecca! _Rebecca!_"

"Yeah, I heard ya the first hundred times, Ree-bec-ca!"

"And don't you come back in here until you're prepared to do as I say, Baloo! Remember I _am_ your boss!"

Baloo banged the door and stomped down the dock, teeth gritted, fists clenched in rage. Kit could feel his tempestuous footfalls shaking the dock as the overweight grey bear made his way towards him.

Loudly, Baloo growled, "As if she ever lets me forget it. No way, no how are ya gonna get me ta talk to Miz I-Know-Everythin'-An'-You-Don't-Know-Nuthin' ever again. If only I had me fifty gees, I'd buy back the _Duck_ an' leave ol' bossy boss lady eatin' my prop wash." He plopped into his hammock slung under the _Sea Duck's _wing. A strong odor of onions clung to him.

Kit looked up from his comic book. He knew that he was going to regret asking, but he was curious. "What did Miz Cunningham say _this_ time?"

"Called me a lazy slob who could use a bath." Baloo pulled his red pilot's hat over his eyes with a vexed sigh. "Ha! A lot she knows."

"Well, you _do_ smell like onions."

That was definitely the wrong thing to say.

Baloo was off and ranting. "Anyone would after haulin' 'em halfway 'round the world! But that ain't the point, Li'l Britches. She's always naggin' me, insultin' me, tryin' ta improve me." In a falsetto voice, he mocked, "Remember that you represent Higher for Hire. Your appearance is important, Baloo. Brush your hair, Baloo. Just look at that shirt, Baloo; it's filthy! Why can't you pick up after yourself, Baloo? This place is a mess! You're a mess, Baloo!" The big bear snorted, continuing in his bass voice, "Pick, pick, pick all the time. No matter what I do, it ain't good enough for her. Here I was - on time even - an' all she says is 'take a bath'. Not good job, Baloo. Not thank you, Baloo. No smile. Nothin' positive. Just take a bath. I don't think Perfect-a Ree-becca likes me anymore."

"Miz Cunningham likes you, Baloo. She's just..."

"Crabby," Baloo supplied curtly.

"Stressed." Kit gazed at Higher for Hire with a thoughtful expression. "I wonder if it has something to do with us delivering less cargo lately."

"Whatever," Baloo grumbled. "I thought friends were s'posed ta pick ya up, not pick ya apart. She may think this ol' bear's thick-skinned, but I ain't. All them insults hurt, kid. They hurt deep." With a heavy sigh, he rolled over in his hammock.

"Okay, okay, sorry I asked," the brown bear cub apologized softly, blown away by his Papa Bear's soliloquy. He returned to his comic book and shortly heard Baloo snoring. Kit got up and walked into Higher for Hire where his boss, Rebecca Cunningham, was shuffling papers on her desk. Kit noticed that she had dark circles under her eyes and that she looked tired. She had looked tired a lot lately.

"Ah, Kit," the petite brown bearess addressed the boy with a warm smile; "here's your paycheck."

"Thanks, Miz Cunningham." Tentatively, he ventured, "Um...are you coming to my school play next Tuesday? I have the second biggest part, and I've worked really hard on memorizing all of my lines. I'd really like it if you and Molly could come."

"Is _that bear_ going?" She glared in the general direction of the _Sea Duck_.

"I suppose so," Kit said quietly, fiddling with his paycheck.

Under her breath, Rebecca morosely muttered, "I couldn't stand to be the same room as that despicable slob!" To the boy, she replied in a matter-of-fact tone, "I'm sorry, Kit. I would like to go, but I have an appointment that evening." She busied herself in the filing cabinet.

Disheartened, Kit wandered outside to find someone who was rarely in a bad mood - Wildcat. The mechanic was fiddling with a gizmo inside his houseboat. Kit took a place beside the lion on a crate. "Hey, Wildcat."

"Hey, Kit."

Kit sat there with his hands propped in his chin, his elbows on his knees. He stared glumly at the floor. "Baloo and Miz Cunningham have been yelling at each other all week, and it's just getting worse. What am I going to do?"

"Buy earplugs?" Wildcat suggested, tightening a bolt on the unknown, odd-looking object with his trusty wrench.

"There's gotta be some way to get them to be friends again," Kit mumbled. He got up and started for downtown and the Cape Suzette National Bank. He was deep in thought about his dilemma when he stepped into the bank lobby. As he did so, a deafening, ringing siren went off. Kit stopped in his tracks as bankers and tellers surrounded him. "I didn't steal anything." He held up his hands and his paycheck. "I was gonna deposit this. Honestly."

A portly grey koala in a three piece suit patted the boy on the back. Grinning, he stated, "Congratulations, my boy, you've won!"

"Won what?"

"The door prize. You're the hundredth customer today."

"What did I win? Free money?" His eyes lit up at the white envelope that the banker had placed in his paws. It could be a check for stupid amounts of money. Maybe he could buy his own plane!

Aside to a female teller, the banker whispered with an amused chuckle, "They always think it's money." To Kit, he said jovially, "No, young man, it's tickets."

"Oh, boy, that's swell," Kit murmured, his dreams of a new plane crashing around him. Then he glanced at the tickets. They were for two free dinners at the newest posh restaurant in town - the _Zen Zeppelin_. His face broke out in a broad smile. This could be exactly the thing he needed to get Baloo and Miz Cunningham to be friends again. "Gee, thanks! Um, mister?"

"Yes, son?"

"Can I give these tickets to anyone? I mean, I have a couple of friends who would love to eat dinner on the _Zen Zeppelin_."

"Yes, they're transferrable and good for an entire year."

After depositing his check minus five dollars for comic books and sweets into his savings account, Kit strolled home, whistling. He stopped off at Wildcat's houseboat. The mechanic was still fiddling with the same piece of machinery. Now, he was banging it against the floor.

"Wildcat, I know what to do."

"About how to make this doohickey behave?" Wildcat said hopefully.

"No...about how to get Baloo and Miz Cunningham to stop fighting."

"Bessie won't cooperate today. Maybe she needs a rest." The young lion gave up on the airplane part and tossed it over his shoulder into a corner along with other mismatched pieces of this and that. "You're going to make them eat avocado dip until they get real sick? Then they'll stop fighting for sure. No, wait. They'll fight over the bathroom. Oh, I know! Put duct tape over their mouths. Then they'll sound like - mmm...mmm!"

Kit showed his prize to the mechanic. "I won these tickets at the bank. See, it's to the _Zen Zeppelin_."

"Wow-how-how-how!" Wildcat laughed, impressed. "The big silver balloon that flies allll over the city?"

"Yep, that's the one. It says here that it boards at seven and lands at nine. That'll give them two whole hours together. They'll _have_ to make up."

Later that afternoon, Kit put his plan into action.

"So, you see, Papa Bear; I got two free tickets to eat on the _Zen Zeppelin_. I want you to come with me tonight."

In his excitement, Baloo fell out of his hammock. Thunk! he landed on the dock. "Free food while ya fly? Sounds like my kind of party. Count me in, kid."

Kit gave the pilot one ticket. "Here's your ticket. I'll meet you there just before seven o'clock. Don't be late."

"When food's involved ol' Baloo's never late!"

_One down. One to go,_ Kit thought to himself as he strolled into the office.

Rocking on his feet anxiously, Kit explained, "So, you see, Miz Cunningham, I won these two free tickets to eat on the _Zen Zeppelin_ for being the one hundredth customer at the bank, and I would was wondering if you would accompany me tonight. Please?" He flashed her a charming smile.

"Why didn't you ask Baloo? He would jump at the chance for a free meal."

Kit thought up a quick story. "It's a fancy place. He...he wouldn't know what fork to use with each course."

Rebecca laughed sarcastically. "I understand that, Kit. Baloo doesn't exactly belong in upper-class society. What time do I pick you up?"

"How about if I meet you there? Here's your ticket." Kit turned on his heel and ran outside. "Don't forget - seven o'clock tonight!"

"Dinner with a younger man," Rebecca said softly, smiling at her ticket. "What a sweet boy."

_**That Evening**_

The _Zen Zeppelin_, a large silver dirigible, was docked at the Cape Suzette airport. It was a very impressive aircraft mechanically and aesthetically. Concealed beneath the balloon's shiny Mylar covering were seventeen helium-filled gas cells. These cells were individually covered with a rubberized cloth and confined in a rigid framework, allowing for added stability and safety. The airship was propelled by two propellers mounted on the rear of the balloon. From the cockpit, the pilot controlled the craft using a system not unlike airplanes - rudders and elevators - also attached to the rear of the balloon.

The glistening black gondola that hung underneath the balloon was divided into four compartments: cockpit, observation room, dining room, and kitchen.

Everything was very classy. Tables adorned with delicate china, polished silver, crisp white tablecloths, and fresh flower bouquets lined both sides of the large dining room.

The observation room was next to it, featuring ceiling-to-floor windows and comfortable plush couches.

The kitchen, fitted with only the most modern appliances, was at the opposing end of the state-of-the-art cockpit. The _Zen Zeppelin_ flew with a crew of two captains, three chefs, a seating hostess, and five waitresses. Because it could only accommodate thirty passengers at a time, it was very exclusive.

Baloo arrived at 6:45 P.M. The big grey bear, clad in a tuxedo (per Kit's insistence) with a sloppily tied red and white polka-dotted bow tie, was anxious to get a good seat and perhaps get a peek at the cockpit. After handing the hostess his ticket, he was seated at a table. He was disappointed to learn from the hostess that guests weren't allowed in the cockpit. To pass the time, he amused himself by perusing the menu. His sensitive nose sniffed the air with appreciation. The chefs had already begun to prepare the elaborate gourmet five course meal.

Rebecca arrived five minutes later. Alighting from the cab, she put her hand to the back her head to make sure that her S-shaped chignon was still in place. She gaped in awe at the zeppelin looming before her, illuminated by the last rays of the setting sun and the flashing airport beacon. She pushed every frightening detail of the recent _Hindenburger_ disaster from her mind. She would not be burdened with fears tonight. Tonight she was going to enjoy a leisurely meal with a very special young man. Lifting the hem of her flowing pink gown to keep it off of the damp ground, she swept up the red-carpeted ramp into the zeppelin. The hostess took her ticket and seated her across from...

"Baloo! What are you doing here?" Rebecca cried, scowling at the pilot.

The big bear returned her scowl with a vengeance. Rebecca was the last person he wanted to see. "What am _I _doin' here? What are _you_ doin' here?"

"Where's Kit?" they exclaimed simultaneously. Their eyes darted around the dining room. There was no sign of a thirteen-year-old boy in the dining room, which was quickly filling with passengers.

Rebecca's eyes narrowed with suspicion. "If this is another one of your screwball schemes..."

"This ain't my screwball scheme, Beck...er, Rebecca. Kit set us up. I can't believe he would pull a bonehead stunt like this! That kid's gonna get it when I get home!" Baloo grumbled, wadding up his napkin in his fist and starting to rise from his chair.

"Fine, you leave," Rebecca rejoined.

Baloo immediately regained his seat. "_Me?_ I was here first! You leave!"

"No way! Do you know how many rich people are on this airship? Rich people with rich contracts?" she whispered pointedly across the table.

"Yeah, yeah, money makes the world go 'round for Miz Rebecca Cunningham." Baloo crossed his arms, glowering at the bearess. "I got the right ta be here same as you, and I ain't budgin' 'til I get my grub!"

At that moment, the zeppelin began its gentle ascent into the air.

Rebecca watched the ground disappearing out the window and sighed. "Now, neither of us can get off."

"Got a parachute on ya?" Baloo smirked contemptuously, propping his face in his hands.

"I always carry one in my purse," she cooed in a silky smooth voice. Baloo recoiled in his seat when she snapped, "Of course I don't, you buffoon! I'll tell you what, Baloo; we'll compromise. I'll sit at that empty table at the other end, and we can pretend that we don't know each other."

With a disdainful wave of his hand, Baloo said, "Adios, stranger."

Rebecca made her way to the end of the dining area and sat down, facing Baloo. Both bears busied themselves with the menu, making it a point to ignore each other.

_**A Half an Hour Later...**_

Gazing past the stuffed shirts enjoying their salads, Baloo focused on the design ofthe zeppelin itself, noting how the gondola was attached to the framework of the rigid balloon. He'd never been inside a dirigible. He kept wishing that he could visit the cockpit.

By accident, Baloo met Rebecca's gaze across the room. She was shooting him a quizzical look, because she wondered what in the world he was doing gawking at the ceiling. Coldly, she averted her eyes.

Frowning and grumbling to himself, Baloo attacked his salad. _Man, it's icy in here._ _Why's she so riled up? I'm not doin' nuthin' wrong. Some evening this turned out to be. Thought I was gonna spend it with my best buddy, but I end up with crazy lady over there. Wish she'd stop lookin' at me. It's makin' me squeamy-ish. Almost puts me off my feed. _Baloo shoveled more salad into his large mouth. He revolted a few other patrons by chewing with his mouth open. _Never thought I'd be double-crossed by Kit. I'll hafta rub it in how nifty this airship is. I'm here, an' he ain't. That'll make him sorry. He'll never pull another one over on his ol' Papa Bear again._

At the other side of the room, Rebecca munched on her salad She looked furtively over at the big bear, thinking, _Baloo does clean up nice when he bothers to clean up. But why did he wear that ghastly bow tie? Doesn't he have any fashion sense? And close your mouth when you eat, Baloo! Ugh! That bear! _Then, feeling a little lonely eating by herself, she thought, _I wonder what he's thinking about. _

Despite all her quibbles about his manners, she wished that she could join Baloo. The pilot, though uncouth, made dining entertaining. Many of their sort of 'dates' had turned into exciting adventures. She was beginning to tire of the endlessly endless animosity between them. She wanted to be friends again.

From the first moment that they had met, they had sparred. It was inevitable. They were two very different people from different backgrounds with completely different views of the world. However, as of late, the most trivial things propelled them into a bitter argument. It was like they couldn't talk about anything without the conversation erupting into a fight. Rebecca didn't know what had happened to their friendship.

_This is stupid. Why are we eating at separate tables when we could be having fun eating together? _She had almost made up her mind to just walk over there and sit down across from him when she snuck another peek at her pilot. He was chatting with a waitress - a young, attractive minx with a great set of legs showed off to perfection by a skimpy, black-and-white uniform. The big bear had a simpering, butter-couldn't-melt-in-his-mouth smile on his face, which annoyed Rebecca to no end. _Stop drooling, Baloo. She's half your age and probably has less than half of your brains. That's a scary thought. _Rebecca smiled maliciously. _Save your breath, girlie gold-digger, that bear's as poor as the day he was born. _

Glowering, Rebecca jabbed her salad so hard that the plate flew across the table and onto the floor with a reverberating smash. All eyes turned towards her. However, she didn't see anyone but Baloo. He flashed her an amused smirk. _That dumb bear is laughing at me. How dare he!_ Biting her lower lip to keep it from trembling, she stared out the window at the city.

Baloo was thinking, _Oh, man, she's gonna cry. Aw, c'mon, don't cry in front of these snooty folks, Becky. _He half rose from his seat. In the nick of time, he remembered that he was mad at Rebecca and couldn't go over to comfort her.Still, he felt compelled to do something to help her. _'Cause it's my job to embarrass us, not yours... _Baloo deliberately knocked his plate onto the floor. Lettuce, tomatoes, carrots, spinach, croutons, and salad dressing splattered everywhere, including on the waitress's 'great set of legs'. "Oops," he said innocently as everyone's eyes swivelled towards him. "That salad oil's really slippery tonight."

The waitress stormed off in a huff.

When Baloo looked Rebecca's way, he shrugged and flashed her a sympathetic grin, allowing his boss to know that he had done it on purpose for her sake. Quickly diverting her gaze, Rebecca hid a ghost of a smile behind her water glass.

_**Fifteen Minutes Later...**_

Rebecca took a dainty bite of her filet mignon and glanced around the room. Her eyes rested on Baloo, who was obviously enjoying his veal parmesan. She winced as he slurped noodles, leaving a ring of white sauce around his lips. _Oh, Baloo, use a napkin, for Pete's sake! And remove that napkin from your collar. Try not to act like a no-nothing slob for a change. Oh, that bear! _Fighting the impulse to march over to him and demand that he use some manners, she gritted her teeth. _Pretend he's not even there. Focus on someone else._ She smiled graciously at a dapper, professional-looking raccoon seated across the aisle. The middle-aged man was also eating alone. Always on the outlook for potential clients, Rebecca wondered what he did for a living and if it involved shipping cargo.

Across the room, Baloo licked sauce off of his fingertips and leaned back in his seat with a contented sigh. _Man, this is gooooood eatin'!_ _Better'n most gourmet _(he pronounced it - gore met) _dinners Becky usually drags me to. These cooks ain't afraid to skimp on the ingredients. _He glanced over the menu to see which course was next - dessert.

His eyes traveled around the room at the other patrons. Unwittingly, he checked on his boss to see how she was faring. A pudgy raccoon of about Kit's height with a too bright, too wide smile was conversing with her across the aisle. _Becky's got that 'catch-a-client' look on her face again. Don't she ever think about anythin' besides business?_ He pondered which of the two high-caloric dessert choices seemed most appealing, wishing that he could try them both. After the salad incident, he knew that he couldn't finagle an extra dessert from the cute waitress. If he had been sitting with Rebecca, they could have gotten one of each and shared like they had on their last 'date'...uh...the last time they happened to eat dinner out together.

When Baloo casually flicked his eyes in Rebecca's direction again, he was mildly alarmed. The shifty-looking raccoon was now sitting beside Rebecca. Using the old fake a yawn trick, the raccoon slipped his arm around the bearess's shoulders. _Where does that slimeball get off doin' that?_ Baloo got really steamed when he noticed that she was trying to pull away, but couldn't. The raccoon shot her an ungentlemanly leer and pushed her farther into the corner. _That's it!_ _Ol' Baloo's gonna take the bee outta his bonnet._ Clenching his big fists, Baloo stalked over to the couple.

"Thanks fer savin' my seat, pal," Baloo growled, lifting the raccoon by the back of his suit coat and setting him down at his own table. Then the bear squeezed in beside his boss.

"Why, Baloo, I believe you're jealous," Rebecca commented with a sly, yet relieved, smile.

"Jealous of that bushy-tailed bozo? Ha! Not me." Baloo crossed his arms. "Nah, Rebecca, I'm lookin' out for numero uno. Every time you get involved with namby-pamby guys like that," he jerked a contemptuous thumb towards the dandy raccoon who was shrinking towards the wall, "I gotta bail ya out. It interrupts my snoozes."

The bearess placed a gentle paw on his arm. "Thank you for your concern." She then drew closer to him, her expression soft and dreamy. "Baloo, I'm going to do something I've wanted to all evening."

Baloo nervously licked his lips. "Yeah?"

Taking the napkin from his collar, she wiped the sauce from his mouth. She straightened his crooked bow tie. Patting his chest, she proclaimed, "There. Now you're perfect."

Baloo's rumbling laugh resounded throughout the room, disturbing the hush of polite conversation. "Have ya had dessert?"

"You know I haven't, Baloo. You've been watching me the entire time."

The big bear's shocked face softened into a smile. "An' vice-a versa, boss lady. I've seen those big brown peepers of yours scopin' me out."

Two flecks of pink appeared on Rebecca's cheeks. _He knows what color my eyes are._ The first nickname that Baloo had ever called her - Brown Eyes - on the first day they had met came to her mind."Can you blame me? It's no fun eating alone."

"No, it ain't, Rebecca."

"Becky," she corrected softly, smiling shyly up at him through her eyelashes.

That smile made the big bear look at his boss twice. For the first time in his life, he noticed how beautiful her eyes truly were. His heart beating out a staccato rhythm, he returned her smile. "Okay, Becky." He peeked at her menu over her shoulder. "The double-decker, double-chocolate brownie sundae delight sounds good."

"Mmm...I don't know; it looks so rich, especially after all of that rich food. Maybe I'll have a bite of yours."

"May I take your orders?" the waitress - an attractive feline - asked.

"Does this sundae come with napoleon ice cream?" Baloo inquired in his best polite society manners tone.

"Excuse me, sir?" The waitress was confused with the verbiage.

"For what? Did ya burp?"

Rebecca chuckled. "I think he means neopolitan."

"Sorry, sir. Just vanilla."

"Too bad. Guess we'll hafta live with that." Catching Rebecca's reproving gaze, he corrected, "Um...I mean, one sundae, if ya please, an' two spoons."

When the waitress had brought their dessert - two scoops of vanilla ice cream on a warm brownie with velvety fudge, whipped cream, and a cherry on top - Rebecca inquired a little too nonchalantly, "So, Baloo, what were you saying to that girl?"

The big bear scooped up a huge glob of the sundae. "Mmm, baby." He smacked his lips in ecstacy. "I was just - man, this is dee-bob-a-licious! No Krakatoa Special, but it hits the spot."

With a lift of her eyebrows, the bearess reiterated, "Ahem. About the waitress?"

"The waitress? What waitress? Oh, yeah, the waitress. I was just tryin' ta sweet-talk her into givin' me a little look-see at the cockpit."

Smiling wryly, Rebecca asked, "Then you didn't notice her other, er...attributes?"

Baloo cast his boss a suspicious, sideways look. Could Rebecca possibly be jealous? That was an interesting, and strangely heartening, concept. "She's a stunner all right," prompting a frown to appear on Rebecca's countenance. Catching her displeased expression out of the corner of his eye, Baloo continued, "But she wasn't much ta talk to. Heck, she didn't even know a throttle from a rudder - not like _you_ do, Beckers. Give me a smart gal who knows somethin' about planes any day."

That statement, as well as the affectionate look Baloo bestowed upon her, brought a dazzling smile to the bearess's face, bright enough to light up the entire room.

"What were you sayin' to that clown, Becky?" Baloo countered in a sly tone.

"If you mean that businessman, I was merely making friendly small talk," Rebecca stated airily. "You know, nice night for a flight. Good dinner..."

"I own a cargo company. Do ya got any cargo ta ship?" Baloo snickered.

"It doesn't hurt to advertise," she retorted around a mouthful of sundae. She tapped the bowl of her spoon against his chest for emphasis. "And Higher for Hire can use all the advertising that we can get, Baloo, especially since that new cargo company stole twenty-five percent of our clients." She frowned pensively out the window. "I don't know what we're going to do if this goes on...if they take more of our business..."

_Is Becky so desperate for clients that she would let that sleazy shrimp take advantage of her? _That thought frightened him. "Why don't ya tell me this stuff, Becky? Maybe I can think of a plan ta help."

Rebecca laughed derisively. "How can _you_ help, Baloo? You know absolutely nothing about business."

"Yeah, but I know planes an' folks. I got some connections."

"Loose connections, I bet. What we need is more advertising." Deep in thought, Rebecca sucked absentmindedly on the bowl of her spoon.

"I think he thought you were advertisin' yourself, Becky, the way he was all over ya." Placing a paw over hers, he said seriously, "Ya gotta be careful around slimy snakes like that, honey. They ain't gentlemen."

Thinking that her pilot was being condescending, treating her like the proverbial damsel-in-distress, her temper flared. She yanked her hand away. "And you are, Mr. I-Only-Take-Baths-When-I-Have-To? I can take care of myself and Higher for Hire, and if you don't think that I can, you can take yourself right back over to that other table, mister!"

"Easy, Becky. Don't wanna see ya hurt, that's all. I tell ya what, let's make a bet. Five bucks says I can land a client."

"Deal."

They shook hands on it.

"That's the easiest five dollars I've ever made," Rebecca said smugly.

"Just leave the next customer to me, Becky. Hey, what happened to the sundae?" Baloo stared at the empty bowl. The dessert was gone, yet he had barely tasted it. "You call that a small bite?"

"No, I'd call that a lot of small bites!" she chortled mischievously, finishing off the dessert by picking up the cherry and popping it into her mouth.

After dessert, the two bears wandered into the observation room, which adjoined the dining room. In that dimly-illuminated setting, the lighted buildings of Cape Suzette were visible through large ceiling-to-floor windows. They sank onto one of the fourteen plush sofas - seven on each side of the room - facing the magnificent vista as they floated through downtown Cape Suzette.

"Oh, Baloo, isn't it _marvelous_?" Rebecca gushed, eagerly taking in the sights. "I knew Cape Suzette was beautiful, but this is something else."

"Yeah, somethin' else," Baloo murmured, thinking that his boss looked uncommonly pretty this evening.

Catching his eyes fixated on her instead of the city, Rebecca blushed, feeling her pulse quicken. What was happening to her? She couldn't possibly be falling for...no! Absurd! Impossible! Ridiculous! And to use the vernacular - totally wrong-o! Pushing that uncomfortable thought far, far from her mind, she decided to lighten the mood by keeping the conversation light. "There's my apartment." The bearess gestured to a building constructed around a waterfall. "I wonder how Mrs. Poppins is doing with Molly. She pouted for a long time after I told her that I was going out with Kit."

"Mrs. Poppins? Why should she care if ya go out with Kit?"

Rebecca giggled at his confused expression. "No, silly. Molly. She thinks the world of Kit, you know."

"Yeah, an' Li'l Britches thinks the world of little Button-nose, too. Lookee, Becky, all the lights are on in Khanny's tower. I heard he makes his guys work sixteen hours a day. Never catch me workin' that hard. No sirree."

"If I get sixteen _minutes_ of work out of you, buster, I'm doing good," Rebecca retorted testily.

"But I get a lot done in those sixteen minutes," the pilot rejoined. He draped an arm on the back of the seat, then casually slid it onto Rebecca's shoulders. He was pleased when she leaned her head against him.

The zeppelin slowly made a U-turn and headed towards the cliffs. Lights of the cliff markers, passing airplanes, and houses situated on the cliffs drifted by.

Baloo yawned. "This couch is comfy. The Big Guy's nice an' full." He patted his ample stomach. "Good time for a good snooze."

"You think anytime's a good time for a snooze, Baloo," Rebecca said sarcastically. She was feeling curiously congenial towards this bear who usually drove her up the wall. Tentatively placing a paw on her pilot's broad chest, she nestled a little closer to him, reveling in the wonderful feeling of his strong arm about her.

"I got a reputation to uphold, Beckers." Yawning again, Baloo thought that this woman couldn't possibly be the same stressed out, irritating boss that he knew. Something about her had changed, and he liked it a lot. Maybe there was something in the air on this zeppelin.

"A reputation for being _lazy_?" Rebecca chortled softly.

"Ya know, laziness is nothin' more than the habit of restin' before ya get tired. I read that someplace."

"You definitely have that habit down pat."

Baloo beamed proudly. "You better believe it! It look years of practice to perfect it, too."

Rebecca opened her mouth to say her next retort when a male crane sat down beside Baloo, his hippo wife sitting down beside him. They weren't shy about taking up more than their fair share of the couch. The two bears were forced to scoot over.

Rebecca took in their expensive, tailored clothes and decided that they were indeed somebody important. She intended to discover who when Baloo interrupted with, "Howdy do, folks. Fine evenin', ain't it?"

Rebecca could have cheerfully strangled him. _Howdy do? Oh, Baloo!_

"Howdy right back atcha," the crane said in a voice tinged with a southern accent.

"Howdy, y'all." the hippo crooned, also with a southern accent.

"You from outta town?" Baloo inquired politely, briefly removing his arm from Rebecca's shoulders to shake the crane's hand.

"Yeeeeuuuuup," replied the crane succinctly, giving Baloo's hand a firm shake.

"Attlanta," added the hippo, peeking around her husband's beak to get a better look at the bears.

"Visiting Elmira's sister this weekend."

Elmira, the hippo, nodded in agreement. "Are you and your wife from Cape Suzette?"

"Oh, we're not married," Rebecca corrected quickly, removing her hand from Baloo's chest as if her fingertips burned.

"Rebecca's my boss." Baloo lifted his arm from around the bearess.

"Yes, I'm Baloo's boss." Rebecca nodded furiously.

"Small world. Elmira's my boss, too," the crane chuckled, prompting a scowl from his wife.

"Lester! Hmpf!" Elmira petulantly crossed her arms.

"What's your line o' business?" Baloo inquired casually.

"Cotton."

"Cotton?" Baloo echoed.

"Yeeeeuuuuup. Cotton balls, cotton swabs, cloth - if it's cotton, we make it."

Baloo could feel Rebecca clutching at his arm. "Sounds real interestin'," Baloo said, patting Rebecca's paw. He knew exactly what she was thinking - potential rich clients. Baloo wanted to show his boss that he could land contracts. In addition to the fact that Higher for Hire desperately needed customers, five whole dollars was on the line! And he wanted to rub it in Rebecca's face when he 'told her so'. He had to try to steer the conversation towards shipping. This was new territory for the cargo pilot, so he began tentatively, "Good business?"

"Weeeeellllllll, can't complain," Lester drawled. "Opened a factory last month in Port Largo. Only problem is sometimes with shipping. Not enough planes to ship merchandise out fast enough, especially to this part of Usland."

A soft squeal escaped from Rebecca.

Ignoring the painfulness of Rebecca's fingers digging into his arm, Baloo rubbed the back of his neck thoughtfully. "Hmm...that is a problem, Lester; but we might be able ta help ya out. See, Rebecca an' me run a cargo company here in Cape Suzette by the name of Higher for Hire."

"That a fact?" Lester said, his interest piqued.

"Y'all run a cargo service? Isn't that wonderful?" Elmira piped up loudly. "Higher for Hire, did you say? A little family business?"

"Yes, Higher for Hire," Rebecca agreed cordially, enunciating every syllable of her business's name. "And I guess it is sort of a..." she shared a smile with Baloo; "family business."

"Catchy name, ain't it, sugar?" the hippo said, prodding her husband's arm with her index finger. "Remember how you're always saying that you want to patronize as many small businesses as you can? We started out as a little family business, just me and Lester; and now we own seven factories in three states."

"Call us." Rebecca dug in her purse and produced a business card, which she handed to Baloo. Baloo, in turn, passed it to Lester.

"Yeah, ring-a-ling us up if ya need any help," Baloo reiterated courteously.

"Will do." Lester looked at the card before tucking it into his pocket. He shook Baloo's hand again.

"Let's check out the view from the other side, sugar, and leave these _business partners_ to discuss things privately," Elmira said, taking her husband by the arm and basically pulling him up. "Nice to meet y'all."

"Nice meeting you," Baloo and Rebecca replied in unison.

When the couple was out of earshot, Rebecca whispered, "That was very smooth, Baloo. I am impressed." She couldn't believe that her incompetent pilot, the immature slob who ran his own business into the ground, landed a contract - practically.

Baloo smiled smugly. "You've just gotta have a little faith in this little ol' bear, _sugar_," he drawled, mimicking Elmira's accent. He held out his hand. "An' _you_ owe me five smackers."

Reaching into her billfold for the money, Rebecca said, "Double or nothing, you can't do that again." Her voice, as well as the voices of all the others onboard, rose to a high-pitched squeak.

"What's goin' on?" Baloo squeaked, sounding like a chipmunk.

"Helium. The balloon is full of it. Inhaling it makes voices squeaky. There must be a leak somewhere," Rebecca speculated.

"Oh, baby, there really _is_ somethin' in the air!"

Crew members passed through the room, cracking open windows. "Stay calm, folks. We have a leak in one of the helium canisters. Nothing to worry about. Helium is a safe substance. A little ventilation, and it will all clear out."

Baloo screwed up his face comically. "I already went through a voice change once in my life. This is ridiculous."

Rebecca squealed, "Look at the stars! They're so clear tonight."

"Wonderful, Beckers," he replied, paying more attention to her bright eyes than the bright stars.

"Ooo! A shooting star. Did you see it, Baloo?"

"Quick, make a wish," Baloo said in his normal voice. "Hey, I sound like me again."

Rebecca squeezed her eyes shut. But before she could wish for anything, Baloo murmured, "Uh-oh. Who turned out the stars?"

The bearess's eyes flew open. The zeppelin was being devoured by the _Iron Vulture_. "Oh, no. Air pirates," she said wearily. "I knew this evening was going too smoothly."

End of part 1


	2. part 2

**Up, Up, and Away in My Beautiful Baloo-n  
Part 2**

Don Karnage, a dashingly handsome wolf in a blue coat trimmed with gold buttons, burst through the observation deck's door with a jaunty, heavily-accented, "Hello, rich passengers-type peoples in the big silver balloon! It is I, the dreadful pirate, Don Karnage. You may now all tremble in fear of my truly magnificent self."

The majority of the passengers and crew did just that. Whimpering, wailing, and shrieking they made a mad dash for the far corner of the room.

Baloo and Rebecca didn't follow their fellow travelers' examples. The two bears stood where they were in the middle of the room with defiant sneers etched on their faces.

"Why if it isn't Don _Garbage_, the scourge of the air," Baloo jeered, not breaking eye contact with Karnage. He gently pushed Rebecca behind him. "What's wrong, Karny? Are cargo planes too fast for ya? Ya gotta hijack slow zeppelins now?"

An ugly scornful smile appeared on the pirate captain's face, revealing a mouthful of sharp pointed teeth. "Ah, Bahloo. We meet again, yes-no? I didn't know they allowed blimps on blimps."

"Why you..." the big bear snarled, doubling his fists.

The pirate captain unsheathed his sword and waved it under Baloo's nose. "Ah-ah-ah. Control that temperament. You and the annoying business lady, come with me!"

They were roughly escorted between Mad Dog and Dumptruck onto the _Iron Vulture_. The other passengers and the crew were herded into the zeppelin's kitchen where they were locked up.

Gibber whispered a hasty message in Karnage's ear.

"You may have a point on your head." Turning to the two bears, Karnage said, "Because you and your bossy boss are masters of escape like Whodini, you will be placed in my special occasion cell. One with heavy duty locks!"

"Have a nice stay!" Mad Dog snickered, shoving the two bears into a dark prison cell secured with a thick door. This thick door, equipped with three locks, had a tiny window with crisscrossed with thick bars. Dumptruck was assigned guard duty over them.

"Hee-hee-hee! This is a fool-proof plan even for you fools. We will ride the zeppelin right behind the noses of those cliff gunners and plunder Cape Suzette! As an added bonus check, we will ransom off those filthy rich people to the highest bidders!" Karnage gloated as he, Gibber and Mad Dog strutted towards the hangar.

"Not if I can help it," Baloo murmured under his breath. He rattled the stolidly-built door.

"I vouldn't try anything funny if I vas you," Dumptruck warned, shoving the barrel of his musket between the bars.

"Eep!" Trembling slightly, Baloo backed away.

Mindless of her fancy dress, Rebecca plopped down on a dingy cot, stating gloomily, "I guess that's that. All of Cape Suzette including our kids will be at the mercy of Don Karnage. What are we going to do, Baloo?"

"He said not to do anything funny..." A smile dawning on his face, Baloo snapped his fingers. "Becky, remember that movie we saw last week with the Three Stooges?"

Rebecca rolled her eyes. "What a waste of time that was! Three grown men doing slapstick comedy for two hours straight. No plot. No purpose. I could actually feel my brain shrinking."

"Do you remember any of their routine?"

"Unfortunately. Why?" She warily watched a cockroach climbing up the wall.

"If we can get him laughin' hard, we might have a chance of escapin'. An' who can fight better'n us?"

Rebecca smiled, catching on to his train of thought. "You've got a point, Baloo. What have we got to lose," she chuckled ruefully, "besides my self-respect?"

"Who do ya wanna be - Harry or Joe or Frizzy?"

"Does it matter? Let's get on with it, get it over with, and get out of here," the bearess said sharply, shooting a nervous glance at the door. "I hope I can look back on this some day and laugh."

Baloo took the blanket from the cot and spread it on the floor in front of the door. "Ready?"

"As ready as I'll ever be."

"Whoop, whoop, whoop!" Baloo hooted loudly, feigning poking his fingers in Rebecca's eyes.

In retaliation, Rebecca socked him in the stomach - hard.

"Oof!" Baloo groaned, doubling over and clutching his stomach. "Not so hard, Becky!" he wheezed in pain.

"Sorry. Reflex," she hissed contritely.

He lightly bopped her on the top of her head with his fist. She toppled to the floor with an "Ay-yi-yi!" She pretended to bite his ankle.

"Ow!" Baloo hopped around the cell as if he were in pain. Scowling at Rebecca, he stalked over to her and 'stomped' on her foot.

By this time Dumptruck was extremely interested in the 'fight'. Leaning his musket against the wall, he peeked through the tiny bar-crossed window, a grin on his heavy canine features. Barring the popular cockroach races, entertainment was rare on the _Iron Vulture._

When Rebecca flipped Baloo over her shoulder, the pirate laughed at the big bear's pained face.

"Why you!" Baloo puffed.

Rebecca took Baloo's hands to help him up, but Baloo did a backwards somersault, and she ended up on the floor pinned under him. "Get off of me, you big oaf!" she shouted, her slender arms and legs flailing wildly. She roughly shoved Baloo over.

Hearing Dumptruck's guffaws, Baloo whispered, "It's workin', Becky. Keep it up. Speakin' of up..."

Baloo picked Rebecca up and swung her around - faster and faster until she dizzily yelled out, "Stoooooooop! I'm going to be sick!" When he put her down, she twirled like a top before collapsing on the floor in a heap.

To see the action better, Dumptruck unlocked the door and stuck his head in.

Baloo helped Rebecca to her feet, making a big show of kissing her hand. He gave her paw a little squeeze.

"This wasn't part of the routine," Rebecca whispered, squeezing his hand back.

"So? I'm improvisin'." He winked, grinning.

For a split second, the dingy jail cell, the burly pirate, the danger they were in, everything disappeared. They were the only two people in the world. But then the moment passed and Baloo remembered where they were.

"Slap me," the big bear hissed, eyeing Dumptruck standing in the doorway.

The pirate was giving the bears a suspicious look as if he was catching on to their charade. He wasn't laughing anymore.

"What? Why?" Rebecca looked at Baloo as if he were crazy.

"Slap me, Beckers. Irate-pay," he reminded her in pig Latin, gesturing with his head towards the doorway. "Remember? Irate-pay in oor-day?"

Following Baloo's troubled eyes to the door, she shrieked, "Oh!" She lightly slapped his cheek, causing Baloo to spin around on his toes.

Baloo heard Dumptruck's maniacal laughter resume as he shook his head like a maraca. Furtively signaling to the blanket that the pirate was standing on, Baloo 'kicked' Rebecca's backside. "Last stop. Everybody off. Whee-he-he!"

She went sprawling to one side of the blanket with a disgruntled 'oof!'. Her heavy petticoat and skirts flew over her head. "Mmm...mmmm! Get me out of here!" She staggered to her feet, pushing her skirts down; her hair, on which she had spent so much time perfecting, was an abominable mess. It hung in her face in wispy curls with hairpins sticking out of it like porcupine quills.

By this time, Dumptruck was laughing so hard that tears of mirth were rolling down his cheeks. He didn't notice that the two bears had grabbed the blanket until he was flying in the air. The hulking canine pirate landed with a 'thwack' on the metal floor.

"Laughin' Boy'll have a major, mondo headache when he wakes up."

"I can't believe that worked." Rebecca stood over the pirate's prostrate form. She smoothed her hair down and pinned it back up.

"Like I told ya, the Three Stooges leaves 'em fallin' in the aisles," Baloo chuckled, tying the unconscious Dumptruck up with the blanket. "Let's take our act on the road, Becky."

Rebecca took the key ring from its hook outside of the door and locked Dumptruck in the cell. They snuck down the hallway to the hangar. Through the open beak, they could see the zeppelin floating towards Cape Suzette.

"C'mon, we gotta head 'em off," Baloo hissed, edging against the wall to one of the pirates' brown, battered tri-wing CT-37s. When the pirates' backs were turned, he climbed in and pulled Rebecca in with him.

When he started up the single-engine plane, the pirates all turned towards them. It took the dim-witted pirates a few seconds to grasp the concept that a plane was being stolen, but finally, Hacksaw shouted out, "Look, the prisoners are escaping!"

"Fire!" ordered Hal.

"Where? Where's the fire?" Hacksaw cried, running around in a tight circle. "Gotta put the fire out!"

"No, _shoot_! Shoot at the prisoners!"

Every single air pirate whipped out a firearm and began firing at the CT-37. Bullets ricocheted off of the hangar's floor and ceiling as well as other aircraft.

"Ah!" Rebecca screeched, ducking down further.

"Hang on!" Dodging bullets, Baloo taxied the plane through the hangar.

"To what?" Rebecca screamed over the noise of the gunfire and the engine. Sitting on his lap, she clung to his tuxedo jacket with all her might and buried her face in his shirt.

"To me!" The pilot yanked back on the stick and they soared out of the beak, headed towards the cliffs.

Pirate cannonballs exploded all around them.

"Great," Baloo panted, clutching at the steering yoke until his knuckles turned white. "Just what we need ta liven up the party. Fireworks, an' me without my _Duck_."

The Cape Suzette gunners, thinking that the CT-37 was being piloted by a pirate, began firing on them also.

"We're not air pirates, you idiots!" Rebecca yelled in the direction of the cliffs, shaking her fist. "We're trying to save the city!"

The CT-37 spiraled out of control as a cannonball clipped their bottommost starboard wing.

"Whoa!" the two bears screamed.

Because she wasn't strapped in, Rebecca was flung out of the plane and plunged head over heels towards the ocean. "BALLLLOOOOO! AHHHHHHH!"

"Rebecca!" Sweat dripping from his face, Baloo set his jaw and pulled the airplane out of the tailspin, swooped down, and caught Rebecca. She landed neatly in his lap.

"Nice of ya to drop in, Becky," the big bear joked with a relieved smile.

Baloo fought the controls when the plane tried to jerk left, then right. "Don't see how Karny can fly this thing. It's more temperamental than..." Shooting a glance at Rebecca, he abruptly curtailed his sentence.

"I am _not_ temperamental!" Rebecca exclaimed forcefully, poking her forefinger in his chest with every syllable. "I'm a spirited woman with a lot of business sense, and if you think differently..."

BOOM went a cannon shell a few short feet in front of them, rocking the plane.

Steadying the aircraft, Baloo said, "Man, that was too close for comfort! Can we finish this fight later, Becky? Like when we're safe on the ground? In one piece?"

Five CT-37s piloted by pirates zoomed towards them out of the _Iron Vulture_.

"Baloo, pirates at six o'clock!"

"Pirates up our tailpipe. Pirates on our windshield. Cliff gunners tryin' ta rock us ta sleep. All I wanted was a nice, quiet dinner, not a second Great War. Just goes ta show ya there ain't no such thing as a free meal!"

"I'll take care of the cliff guards." When Rebecca picked up the microphone to radio the gunners, the cord was severed by one of the pirates' bullets.

"What else can go wrong?" Baloo groaned. In answer to his question, the engine began to sputter. "Oh, great. Outta gas."

"What!" Rebecca cried, looking at the fuel gauge. They were indeed out of gas, and 'E' didn't mean 'enough'.

"Hold on tight, Beckers. I'm gonna try ta land this bird on that silver bullet."

Milking every inch of glide, the CT-37 bounced on the top of the balloon's surface four times. The tires caught in the Mylar fabric covering the balloon. RIIIIIIIIP! A long gash was cut in the fabric. Helium gas from one cell poured out, and the front end of the balloon began to droop.

Inside the cockpit...

"Captain, the balloon's deflating!" Mad Dog whined anxiously as he noticed that they were losing altitude.

Angrily Karnage snapped, "Don't you think I can't see that with my own magnificent eyes?"

"Then shouldn't we get off of the balloon?" Mad Dog suggested.

"I am the only one who gives the orders around here, you estupid fleabag!" He smacked Mad Dog across the snout, then yelled frantically, "Abandon blimp! Back to the _Iron Vulture_!"

The air pirates parachuted out of the zeppelin.

"The pirates have left the party," Baloo said, watching the white parachutes of the pirates drift out over the ocean.

Hand over hand, Baloo and Rebecca scaled down the balloon and into the gondola. They swung themselves into the cockpit.

"You go free the prisoners, Becky." Baloo spat on his hands before seizing the steering wheel. "I'm gonna try ta land this oversized party favor."

Rebecca staggered to the kitchen in the rear of the gondola to let the other passengers and flight crew out.

The descending, out-of-control dirigible scraped against the left side of the cliffs. Baloo yanked the stick to the right, propelling the airship against the right side of the cliffs. At that moment, the _Zen Zeppelin's_ pilots rushed into the cockpit with Rebecca close behind. The zeppelin pilots pushed buttons and pulled levers. However, they left the flying to Baloo.

Left. Right. Left. Right. Banging against the sharp, rocky cliffs, the balloon was ripped to shreds. With only one partial cell of helium remaining, Baloo managed to splash down safely in the harbor.

"Whew!" the big bear sighed in relief, wiping cold sweat off his brow. "First time I ever crash landed a balloon."

The heavy mass of Mylar, formerly the balloon keeping them aloft was now dragging them down into the dark waters of the harbor. Salt water seeped in through the chinks around the windows and doors and sloshed around their ankles. The water was rising fast.

Frantic shouts came from the passengers.

"We're sinking!"

"Oh, no! We're all going to die!"

"My shoes are getting wet!"

"We're going to drown!"

"I can't swim!"

The general consensus was "We're doomed!"

Baloo thought fast. He came up with an idea. "No, we ain't gonna die! Stay calm, folks! We gotta stay calm!" he yelled over the panicked shrieks of the other passengers. "Hey, listen up!"

Rebecca put her fingers in her mouth and emitted an ear-piercing whistle. Immediately, silence fell over the crowd.

The big bear shot her an admiring look, causing her to say modestly, "I'm a mother."

Baloo continued with an undertone of calm urgency in his voice - almost as if he were addressing a frightened child - "We're all gonna get outta alive, but we gotta work together an' do it fast. First thing we gotta do is everyone find a buddy." He grasped Rebecca's hand and held their hands up. "Like this."

All over the room, people began linking hands. They eagerly awaited further instructions.

"Everyone got a buddy?"

The minx waitress didn't look too happy that her partner was the short, dapper raccoon, but she nodded anyway.

"Good. Step 'B' is we've gotta push those dining tables into the water top side down. The way I figure it, we can use 'em for rafts." When people began to file into the dining room, he reminded, "The most important thing is don't lose your buddy!"

Men pushed the tables out the door, being careful that they landed legs up. As Baloo had predicted, they floated like corks. Everyone carefully boarded the makeshift rafts. Luckily, the surf wasn't very turbulent and the weather was mild.

"Everybody got their buddy?" Baloo inquired loudly.

A chorus of "Yeses" arose from the passengers and crew.

"I've got mine," Rebecca said, giving his paw a fond squeeze. "I'm so proud of you, Baloo."

Across the harbor was a small blue and white aircraft bobbing up and down on the waves. The mustached canine policeman on patrol was astonished. In all his years on the squad, he'd never seen anything like that strange fleet with that huge shapeless lump behind them. He dropped his donut and reached for his night binoculars. Surprised to see unidentified vehicles carrying several people each floating towards them, he prodded his partner awake. "O'Malley, wake up! We're being invaded by a...what are those anyway?"

O'Malley, a clean-shaven canine with a tan snout, picked up the microphone. "Harbor patrol, come in. This is Sergeant O'Malley. Request backup in checking out suspicious vehicles near the cliff opening. Repeat, request backup in checking out suspicious vehicles near the cliff opening. Over."

With lights flashing and sirens wailing, eight harbor patrol motorboats converged on the _Zen Zeppelin's_ passengers and crew.

A cheer went up from the survivors.

"We're saved!"

"Hurray!"

"Yay!"

The zeppelin survivors were transported to shore via the motorboats. Besides a few bumps and bruises, no one was hurt. They watched as the crumpled wreckage of the zeppelin was towed away by a tugboat.

"Looks like we made it out just in time," Rebecca murmured to Baloo standing beside her.

Lester and Elmira approached the two bears.

"Anyone who can successfully land a punctured zeppelin is an ace pilot in my book, Baloo. I'd be honored if you would fly my cotton, say, starting next Monday?"

Baloo's face broke into a wide grin. "No problem-o," he answered confidently, shaking Lester's hand as if it were a pump handle.

"Thank you, Mr. Lester." Rebecca also shook the crane's hand with a broad smile. "We look forward to doing business with you."

"We'll be in touch, sugars," Elmira replied as the couple walked away and got into a cab.

Baloo looked down at Rebecca, who stood beside him, her small hands wrapped around his arm. He placed a paw over both of hers with a warm smile. "What a night, huh, Becky?"

"You could say it ended a little flat," she chuckled. "Get it, Baloo?" She gestured to the deflated balloon. "_Flat?_"

"Yeah, but before that, it really _took off_," the big bear guffawed as he helped her into a taxi.

"Especially after we became friends again," Rebecca said quietly, looking up at him with a soft gleam in her eyes.

Drawing the bearess into his embrace, Baloo murmured in her ear, "Yeah, friends. Whatta ya say we hit a hamburger stand on the way home, Beckers, an' discuss what we're gonna do 'bout Higher for Hire outta the red an' back inta the black?"

"You're still hungry after that five course meal?" she cried in disbelief.

"Hey, all that savin' the day stuff works up an appetite."

"Oh, Baloo, what am I going to do?" Rebecca threw her hands up in exasperation.

"Pay for burgers an' fries?" Baloo turned out his pockets. "I don't have any cash on me."

"Sure you do. You have the five dollars that I gave you."

"That _I won_," Baloo heavily emphasized the fact that he defeated her. "Why doncha admit it, Becky? This ol' bear knows somethin' about business after all." The tone in his voice was just begging her to join in the fight.

Rebecca grinned. This was more like their old sparring matches, not the battles that they had been having lately. Frankly, this sort of 'fighting' invigorated her. Folding her arms across her chest, she said with feigned animosity, "_Something_, but not _everything_, flyboy. There's a huge difference. Why, I bet you wouldn't know a ledger from a ledge."

"Ya wanna bet on that, boss lady?"

"You're on, Baloo."

Once more, they were going to shake hands, but Baloo stopped short, retracting his hand quickly. "Hold on a prop-spinnin' second, Becky. Exactly how much are we bettin'?"

"How much do you have?"

Baloo handed over the five dollars with an exaggerated sigh. "You drive a hard bargain. Here. Ya might as well take it now."

Rebecca giggled. "Thanks." She snapped the bill between her hands. "Just enough to treat my one-and-only pilot to a malt on the way home."

Grinning, the big bear said, "You're an A-okay gal, Rebecca."

The stars shone down on their cab as it sped through the streets of Cape Suzette.

The End


End file.
